Level 3 Financing, Inc. had planned to offer $1 billion aggregate principal amount of its Senior Notes due 2037 (the ?Notes?) and together with Lumen Technologies, Inc. and Qwest Capital Funding, Inc., commence concurrent cash tender offers to purchase the outstanding notes described below (the ?Tender Offers? and each, a ?Tender Offer?). Level 3 Financing intended to use a portion of the net proceeds from this offering to fund the purchase of the Existing Group Tender Notes by the respective issuer of such Existing Group Tender Notes pursuant to concurrent Tender Offers and to pay related fees and expenses.
To the extent not applied to purchase the Existing Group Tender Notes in the Tender Offers and pay related fees and expenses, Level 3 Financing intended to use the net proceeds from this offering for general corporate purposes. The Existing Group Tender Notes to be purchased in the Tender Offers, listed in the order of priority, are (i) Level 3 Financing?s outstanding 4.250% Senior Notes due 2028, 3.625% Senior Notes due 2029, 3.750% Sustainability-Linked Senior Notes due 2029, 3.875% Senior Secured Notes due 2029 (formerly secured), 4.875% Second Lien Notes due 2029 (formerly secured), 4.500% Second Lien Notes due 2030 (formerly secured), 3.875% Second Lien Notes due 2030 (formerly secured), and 4.000% Second Lien Notes due 2031 (formerly secured) (collectively, the ?Level 3 Notes?), (ii) Lumen?s 6.875%, Debentures, Series G due 2028, 4.500% Senior Notes due 2029, and 5.375% Senior Notes due 2029 (collectively, the ?Lumen Notes?), and (iii) QCF?s 6.875% Notes due 2028 (the ?QCF Notes?, and together with the Level 3 Notes and the Lumen Notes, the ?Existing Group Tender Notes?) up to an aggregate purchase price, excluding accrued and unpaid interest (?Accrued Interest?), of $750 million (the ?Aggregate Purchase Price?). Level 3 Financing, Lumen, and QCF may, but is under no obligation to, increase the Aggregate Purchase Price (including based on the proceeds Level 3 Financing receives from the sale of the Notes).
The terms and conditions of the Tender Offers are described in a separate Offer to Purchase dated May 6, 2026 (the ?Statement?). The Tender Offers will expire at 5 p.m. ET on June 4, 2026 (the ?Expiration Date?), unless extended, earlier expired or terminated. Holders of the Existing Group Tender Notes must validly tender and not validly withdraw their Existing Group Tender Notes at or prior to 5 p.m. ET on May 19, 2026 (the ?Early Tender Deadline?) in order to be eligible to receive the applicable Total Consideration, which includes the applicable Early Tender Premium, as set forth in the table below.
Holders who validly tender their Existing Group Tender Notes after the Early Tender Deadline and at or prior to the Expiration Date will be eligible to receive only the applicable tender consideration. The following table provides information with respect to the Existing Group Tender Notes to be purchased: Level 3 Financing, Inc. 4.250% Senior Notes due 2028, CUSIP Numbers 527298 BR3/U52783 AW4, $178,096,000 Aggregate Principal Amount Outstanding, Acceptance Priority Level 1, Tender Consideration $963.75, Early Tender Premium $30.00, Total Consideration $993.75. Level 3 Financing, Inc. 3.625% Senior Notes due 2029, CUSIP Numbers 527298 BS1/U52783 AX2, $300,314,000 Aggregate Principal Amount Outstanding, Acceptance Priority Level 2, Tender Consideration $947.50, Early Tender Premium $30.00, Total Consideration $977.50.
Level 3 Financing, Inc. 3.750% Sustainability-Linked Senior Notes due 2029, CUSIP Numbers 527298 BT9/U52783 AY0, $361,276,000 Aggregate Principal Amount Outstanding, Acceptance Priority Level 3, Tender Consideration $942.50, Early Tender Premium $30.00, Total Consideration $972.50. Level 3 Financing, Inc. 3.875% Senior Secured Notes due 2029 (formerly secured), CUSIP Numbers 527298BQ5/U52783AV6, $53,883,000 Aggregate Principal Amount Outstanding, Acceptance Priority Level 4, Tender Consideration $935.00, Early Tender Premium $30.00, Total Consideration $965.00. Level 3 Financing, Inc. 4.875% Second Lien Notes due 2029 (formerly secured), CUSIP Numbers 527298CB7/U52783BE3/527298CC5, $9,706,000 Aggregate Principal Amount Outstanding, Acceptance Priority Level 5, Tender Consideration $975.00, Early Tender Premium $30.00, Total Consideration $1,005.00.
Level 3 Financing, Inc. 4.500% Second Lien Notes due 2030 (formerly secured), CUSIP Numbers 527298CD3/U52783BF0/527298CE1, $1,618,300 Aggregate Principal Amount Outstanding, Acceptance Priority Level 6, Tender Consideration $930.00, Early Tender Premium $30.00, Total Consideration $960.00. Level 3 Financing, Inc. 3.875% Second Lien Notes due 2030 (formerly secured), CUSIP Numbers 527298CF8/U52783BG8/527298CG6, $20,048,400 Aggregate Principal Amount Outstanding, Acceptance Priority Level 7, Tender Consideration $897.50, Early Tender Premium $30.00, Total Consideration $927.50. Level 3 Financing, Inc. 4.000% Second Lien Notes due 2031 (formerly secured), CUSIP Numbers 527298CH4/U52783BH6/527298CJ0, $20,385,000 Aggregate Principal Amount Outstanding, Acceptance Priority Level 8, Tender Consideration $887.50, Early Tender Premium $30.00, Total Consideration $917.50.
Lumen Technologies, Inc. 6.875% Debentures, Series G, due 2028, CUSIP Number 156686AM9, $130,730,000 Aggregate Principal Amount Outstanding, Acceptance Priority Level 9, Tender Consideration $995.00, Early Tender Premium $30.00, Total Consideration $1,025.00. Lumen Technologies, Inc. 4.500% Senior Notes due 2029, CUSIP Numbers 156700 BD7/U1566P AD7, $299,629,000 Aggregate Principal Amount Outstanding, Acceptance Priority Level 10, Tender Consideration $950.00, Early Tender Premium $30.00, Total Consideration $980.00. Lumen Technologies, Inc. 5.375% Senior Notes due 2029, CUSIP Numbers 550241AA1/U54985AA1, $231,544,000 Aggregate Principal Amount Outstanding, Acceptance Priority Level 11, Tender Consideration $960.00, Early Tender Premium $30.00, Total Consideration $990.00.
Qwest Capital Funding, Inc. 6.875% Notes due 2028, CUSIP Number 912912AQ5, $49,582,000 Aggregate Principal Amount Outstanding, Acceptance Priority Level 12, Tender Consideration $975.00, Early Tender Premium $30.00, Total Consideration $1,005.00. The Notes will not be registered under the Securities Act of 1933, as amended (the ?Securities Act?) or any state securities laws in the United States and may not be offered or sold in the United States absent registration or an exemption from the applicable registration requirements. Accordingly, the Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A promulgated under the Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S promulgated under the Securities Act.
The Notes will not have registration rights.


















